Smiths Group PLC — Proxy Solicitation & Information Statement 2011

Oct 21, 2011

Form of proxy

• Please read the 2011 Notice of Annual General Meeting (AGM) and the Annual Report 2011, which includes the Directors' Report and Directors' Remuneration Report, before completing this form. These documents are available online at www.omiths.com/ar11.

0We, the undersigned, being a member of Smiths Group plc (the "Company"), hereby appoint the Chairman of the Meeting * as my/our proxy to attend, speak and vote (see notes below) on my/our behalf at the AGM of the Company to be held on 22 November 2011 and at any adjournment thereof.

In relation to the Resolutions set out in the Notice convening the AGM, 0we desire the proxy to vote on the resolutions proposed at the AGM as indicated below.

Please indicate your vote by marking the 'For' or 'Against' or 'Vote withheld' boxes in black ink like this. ☐

If you do not, your proxy will vote or withhold the vote at his/her discretion on the resolutions specified below and, unless instructed otherwise, on any other business (including amendments to resolutions) which may come before the Meeting. If you withhold from voting on any resolution(s) your vote will not be counted in the calculation of the proportion of votes 'For' and 'Against' the resolutions(s).

Resolutions	For	Against	Vote withheld
1. Adoption of Report and Accounts	☐	☐	☐
2. Approval of Directors' Remuneration Report	☐	☐	☐
3. Declaration of final dividend	☐	☐	☐
4. Re-election of Mt B.F.J. Angelo as a director	☐	☐	☐
5. Re-election of Mt P. Bowman pro-employer	☐	☐	☐
6. Re-election of Mt D.H. Bryden as a director	☐	☐	☐
7. Re-election of Mt D.J. Challen as a director	☐	☐	☐
8. Re-election of Mt S.J. Chambers as a director	☐	☐	☐
9. Re-election of Mt A.C. Quinn as a director	☐	☐	☐
10. Re-election of Sir Kevin Tebbl as a director	☐	☐	☐
11. Re-election of Mr P.A. Turner as a director	☐	☐	☐

*If any other proxy is desired, delete 'the Chairman of the Meeting' above and insert in the box below the name of the proxy preferred. (see Note 1)

Name of Proxy

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Resolutions

1. Reappointment of Proxwederhouse/Grayers LLP as auditor

2. Auditors' remuneration

3. Authority to issue shares proposed to Section 50 of Companies Act 2006

4. Authority to disagply pro-emption rights

5. Authority to make market purchases of shares

6. Authority to call general meetings other than annual general meetings on not less than 16 clear days notice

*If any other proxy is desired, delete 'the Chairman of the Meeting' above and insert in the box below the name of the proxy preferred. (see Note 1)

Name of Proxy

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Admission card

smiths

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• 0282-067-5

VOTING I.D. TASK I.D. SHAREHOLDER REFERENCE NUMBER

You may submit your proxy electronically at www.sharevote.co.uk using these numbers.

Notes

1. Every shareholder has the right to appeal to one other person(s) of his or her choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on his or her behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box below the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Full/Share your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account.)

2. The proxy form gives your proxy or proxies full rights to attend, speak and vote at the AGM. If you wish to read to the right of proxies, please cross out either or both of the words 'speak' and 'vote' in the second paragraph of the Form of Proxy, as you feel appropriate.

3. To appoint more than one proxy, (and additional proxy form(s) may be obtained by contacting the Registrar's Life helpline on 0871 306 2962' or the overseas helpline on +64 121 470 7867' or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by taking the box provided if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope.

4. Calls to this number cost (by per minute from a BT landline: other providers' costs may vary. Lines open if 20pm to 0.30pm, Monday to Friday.

5. The 'Vote withheld' boxes are provided to enable you to abstain from voting on any particular resolution. You should note, however, that a 'Vote withheld' is not a vote in box and will not be counted in determining the proportion of votes cast 'For' and 'Against' a resolution on a poll, but will be counted in determining if a quorum is present.

6. Paper proxy forms must be received at Equivb Limited, Aspect House, Spencer Road, Leisung, West Sussex BN99 66U, not later than 60 hours before the Annual General Meeting to be effective (i.e. 2.30pm on 20 November 2011). If the proxy form is signed by someone else as your behalf, his or her authority to sign must be returned with the Proxy Form. In the case of a corporation, the appointment of a proxy must be executed either under his common seal or by a duly authorised officer or agent. In the case of joint holders any holder may sign the vote of a more senior joint holder on the Register will be accepted to the exclusion of a junior joint holder. For this purpose, the order in which the names of the joint holders are recorded in the register of members will determine seniority.

7. Only those shareholders registered in the register of members of the Company at 6.00pm on 20 November 2011 shall be entitled to attend to vote at the AGM in respect of the number of shares registered in their respective names at that time. Changes to entries on the register after 6.00pm on 20 November 2011 shall be disregarded in determining the rights of any person to attend or vote at the AGM.

8. Information on voting electronically via the Internet or through CREDIT is contained in the notes to the Notice of AGM.

9. Completion of a proxy card (or submission of an electronic proxy appointment) does not prevent a shareholder from attending the AGM and voting in person in such circumstances; any appointment of a proxy would be automatically revoked.

10. Any alterations to this proxy form should be initialed.

Signature	Date
	2011

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Smiths

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• 2011

Annual General Meeting - 22 November 2011 at 2.30pm

If you come to the Meeting, please bring this card with you. It is evidence of your right to attend, speak and vote at the Meeting and will help you gain admission as quickly as possible. Please also see overleaf.

Please retain this card until the close of the Meeting or any adjournment of the Meeting.

Notification of attendance card

smiths

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For security purposes, if you intend coming to the 2011 Annual General Meeting, please detach this card and return it as soon as possible, stating the names of all shareholders to attend.

No postage stamp is necessary.

All joint shareholders may attend the Meeting.

For security purposes please write down the names of all shareholders and others to attend.

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How to get there

smiths

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Smith Group plc

Annual General Meeting
at The Thomas Lord Suite,
Lord's Cricket Ground,
Grace Gate,
St John's Wood Road,
London NW8 8QN

Tuesday 22 November 2011

at 2.30pm
Light refreshments only
will be served

Security

Please bring this card as well
as some form of personal
identification to the Meeting.
On entry, bag checks may be
carried out. We encourage
arrival in time to allow for
security checks.

Entrance

Grace Gate, Lord's Cricket Ground, St John's Wood Road

BUSINESS REPLY SERVICE
Licence No. SEA 10846

Your completed and signed proxy form should be posted, in the enclosed reply paid envelope, to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6UU, so as to arrive before 2:30pm on 20 November 2011 (48 hours prior to the Annual General Meeting).

Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6ZL